ABSTRACT Poor sleep and memory problems are common in older adults and have considerable consequences including decreased productivity, declines in cognitive abilities, increased rate of accidents and traffic fatalities, and increased health care costs. These sleep and memory problems often occur in midlife and in older adults, when aging is associated with insomnia, fragmentation of sleep, and impairment of attention. Aging also impacts sleep stages and sleep depth, with marked changes in non-rapid eye movement (NREM) sleep, an increase in lighter NREM sleep stages (N1 or N2 stage of sleep) and a decrease in deep or ?slow wave? sleep (N3 stage of sleep). Because deep sleep has been associated with the recuperative function of sleep, memory consolidation, and growth hormone release, age-related reduction in deep sleep has a negative impact on physiologic restoration, memory, and overall health. The overall objective of this proposed research is to develop a non-pharmacological means to address sleep deficiencies and well- being in older midlife adults. Several laboratory studies recently demonstrated that precisely-delivered, specific auditory stimulation in adults results in an enhancement of slow waves on the electroencephalogram (EEG) and improvement in memory. Since older adults have a significant reduction in deep sleep, increasing slow wave production by precisely-delivered auditory stimulation could be particularly useful for this population. To date, the use of auditory stimulation to improve sleep has been limited to adult volunteers in laboratory settings. Our objective is to validate, modify, and improve the application of specific auditory stimulation to increase deep sleep in older individuals, and to develop a system that can deliver slow wave sleep enhancement in the home. Both healthy people and patients with disturbances of sleep and memory could benefit from using this system. It will be especially useful in older people. Our new system will be inexpensive, simple and easy to use.